0001120792-07-000002 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 4th, 2007 • nFinanSe Inc. • Short-term business credit institutions • Florida

The Company has further authorized the issuance of 5,327,930 shares of Preferred Stock to certain accredited investors in exchange (the “Exchange”) for all of the Company’s outstanding Senior Secured Convertible Promissory Notes (the “Exchange Shares”). The Preferred Shares and the Exchange Shares will be convertible into shares of the Company’s common stock, $0.001 par value per share (collectively and as converted, the “Conversion Shares”). The Preferred Shares and the Conversion Shares are referred to herein collectively as the “Securities”.

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SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • January 4th, 2007 • nFinanSe Inc. • Short-term business credit institutions • Florida

THIS SECURITIES EXCHANGE AGREEMENT, dated as of December 28, 2006 (this “Agreement”), is entered into by and between nFinanSe Inc., a Nevada corporation (the “Company”), and _____________________ (the “Securityholder”).

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